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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: October 9, 1995
HEALTHSOUTH Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10315 63-0860407
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation File Number) Identification No.)
or Organization)
Two Perimeter Park South
Birmingham, Alabama 35243
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, (205) 967-7116
Including Area Code:
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Item 5. OTHER EVENTS
On October 9, 1995, HEALTHSOUTH Corporation, a Delaware corporation
(the "Company"), entered into a Plan and Agreement of Merger with Surgical Care
Affiliates, Inc., a Delaware corporation ("SCA"), pursuant to which a
wholly-owned subsidiary of the Company will be merged into SCA, with SCA to be
the surviving corporation. Under the terms of the Plan and Agreement of Merger,
SCA stockholders will be entitled to receive shares of Company Common Stock for
each share of SCA Common Stock held by them. The estimated value of the
transaction, which will be accounted for as a tax-free pooling of interests, is
approximately $1,200,000,000. As a result of the Merger, the Company will
acquire 67 existing surgery centers and an additional 10 surgery centers under
development or construction. The consummation of the transaction is subject to
the expiration or termination of the waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act, and to certain other regulatory
approvals. Subject to such approvals, the transaction is expected to close in
early 1996, or as soon as practicable after the receipt of such approvals.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
21. Form of press release issued by HEALTHSOUTH Corporation
in connection with the above-described transaction.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 20, 1995
HEALTHSOUTH Corporation
By /s/ ANTHONY J. TANNER
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Anthony J. Tanner
Executive Vice President - Administration
and Secretary
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Exhibit 21
FOR IMMEDIATE RELEASE
October 10, 1995
HEALTHSOUTH ANNOUNCES $1.2 BILLION ACQUISITION OF
SURGICAL CARE AFFILIATES, INC.
BIRMINGHAM, Ala . . . HEALTHSOUTH Corporation (NYSE: HRC) announced today the
signing of a definitive agreement to acquire Surgical Care Affiliates, Inc.
(NYSE: SCA). The proposed transaction with SCA would add 67 surgery centers and
an additional 10 under development or construction. HEALTHSOUTH's network of
surgery centers will total 55 upon completion of the pending acquisition of
Sutter Surgery Centers, Inc., making HEALTHSOUTH the largest surgery center
company in the United States. The value of this transaction is approximately
$1.2 billion.
Under the terms of the agreement, which has been approved by the boards of both
companies, each share of common stock of SCA will be exchanged for 1.22 shares
of HEALTHSOUTH common stock. If HEALTHSOUTH's common stock rises above $28 or
falls below $22 per share, the exchange ratio is subject to adjustment. It is
anticipated that the transaction will be tax-free to SCA stockholders and will
be accounted for as a pooling of interests. The transaction, which is subject to
approval by the stockholders of both companies, is expected to close in early
1996.
Richard M. Scrushy, HEALTHSOUTH's Chairman of the Board and Chief Executive
Officer, said, "With this transaction, HEALTHSOUTH has established itself as the
leading provider of outpatient healthcare services in the United States with
almost 600 locations in 42 states. SCA has always been recognized as having
quality surgical facilities. Given the fact that HEALTHSOUTH's rehabilitation
facilities and SCA's centers overlap in nearly 70% of SCA's markets, adding
these facilities to our network and eliminating duplicative costs will enable
the combined network of facilities to offer managed care, insurance companies
and other payors a more cost-effective and efficient integrated system of
healthcare delivery. We expect this transaction to be accretive to 1996 earnings
per share."
Joel C. Gordon, Chairman of the Board and Chief Executive Officer of SCA,
stated, "SCA is particularly pleased to be joining with HEALTHSOUTH to create
the largest outpatient healthcare services company in the country. We look
forward to working together to continue
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to provide low cost healthcare services to all payors. The management of
Surgical Care considers this an excellent opportunity for its stockholders to
participate in the strong growth of outpatient services that lies ahead in the
new healthcare environment."
After the proposed transaction, HEALTHSOUTH will have a healthcare delivery
network of approximately 600 facilities in 42 states, including 122 surgery
centers, 400 outpatient rehabilitation facilities, 77 rehabilitation hospitals,
and five medical centers. This transaction is subject to various regulatory and
governmental reviews, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act.
Smith Barney Inc. is acting as financial advisor to HEALTHSOUTH.
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For more information, contact Richard M. Scrushy, Chairman & CEO;
Aaron Beam, Jr., Executive Vice
President and CFO; or Michael D. Martin,
Senior Vice President & Treasurer at 205 967 7116
